Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JAMES DONALD M
   2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [VMC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CEO
(Last)
(First)
(Middle)
1200 URBAN CENTER DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
09/09/2008
(Street)

BIRMINGHAM, AL 35242		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/09/2008   M   20,000 A $ 45.17 177,156 D  
Common Stock 09/09/2008   F   11,581 (1) D $ 78 165,575 D  
Common Stock 09/09/2008   F   3,489 (2) D $ 78 162,086 D  
Common Stock (401k)               24,758 (3) D  
Common Stock (Restricted Stock Units)               95,048 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 45.17 09/09/2008   M     20,000 02/11/2000(4) 02/11/2009 Common Stock 20,000 $ 78 175,000 D  
Performance Share Units $ 0 (5)             12/31/2009(5)   (5) Common Stock 15,000   15,000 D  
Performance Share Units $ 0 (5)             12/31/2010(5)   (5) Common Stock 19,500   19,500 D  
Phantom Stock (Deferred Comp DSUs/PSUs) (6) $ 0               (7)   (7) Common Stock 89,879   89,879 D  
Phantom Stock (Deferred Compensation) $ 0 (8)               (9)   (9) Common Stock 15,611   15,611 D  
Stock Appreciation Right $ 109.2             02/08/2008 02/08/2017 Common Stock 111,250   111,250 D  
Stock Appreciation Right $ 70.69             02/07/2009 02/07/2018 Common Stock 75,000   75,000 D  
Stock Options (Right to Buy) $ 42.34             02/10/2001(4) 02/10/2010 Common Stock 220,000   220,000 D  
Stock Options (Right to Buy) $ 44.9             02/09/2002(4) 02/09/2011 Common Stock 200,000   200,000 D  
Stock Options (Right to Buy) $ 45.95             02/07/2003(4) 02/07/2012 Common Stock 200,000   200,000 D  
Stock Options (Right to Buy) $ 31.47             01/01/2004(10) 02/13/2013 Common Stock 145,000   145,000 D  
Stock Options (Right to Buy) $ 46.76             01/01/2005(10) 02/12/2014 Common Stock 130,000   130,000 D  
Stock Options (Right to Buy) $ 57.1             12/31/2005(10) 02/10/2015 Common Stock 146,000   146,000 D  
Stock Options (Right to Buy) $ 68.63             12/08/2005(11) 12/08/2015 Common Stock 118,000   118,000 D  
Stock Options (Right to Buy) $ 69.31             01/24/2006(12) 01/24/2016 Common Stock 169,800   169,800 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JAMES DONALD M
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242		   X     Chairman & CEO  

Signatures

 By: Amy M. Tucker, Attorney-in-Fact   09/10/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mature VMC shares deemed tendered for option exercise price.
(2) Shares withheld by Company for tax withholding.
(3) Shares now being reported separately from Common Stock. Shares of various types were previously grouped together under the security titled Common Stock.
(4) The option vests over five years in 20% increments each year on the anniversary of the grant date.
(5) Performance Share Units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.
(6) Represents time-based restricted stock units ('RSUs') reported as shares of common stock. The reporting person has elected, upon the vesting thereof, to defer the receipt of these shares under the terms of the Company's Executive Deferred Compensation Plan.
(7) The units are to be settled in Vulcan common stock the year following the year of retirement of the reporting person.
(8) Convertible on a 1-for-1 basis.
(9) The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.
(10) The option vests over five years in 20% increments each year on December 31 following the grant date.
(11) The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009.
(12) The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 24, 2009.

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